36C24124Q0772_1.docx

36C24124Q0772

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1. REQUISITION NO.

2. CONTRACT NO.

3. AWARD/EFFECTIVE DATE

4. ORDER NO.

5. SOLICITATION NUMBER

6. SOLICITATION ISSUE DATE

a. NAME

b. TELEPHONE NO. (No Collect Calls)

8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY

CODE

10. THIS ACQUISITION IS

UNRESTRICTED OR

SET ASIDE:

% FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ

IFB

RFP

15. DELIVER TO

CODE

16. ADMINISTERED BY

CODE

17a. CONTRACTOR/OFFEROR

CODE

FACILITY CODE

18a. PAYMENT WILL BE MADE BY

CODE

TELEPHONE NO.

UEI:

EFT:

PHONE:

FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

20.

21.

22.

23.

24.

ITEM NO.

SCHEDULE OF SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Govt. Use Only) 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

ARE

ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________

29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

(REV. NOV 2021)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

36C24124Q0772 07-25-2024 James L. R. Moore James.Moore14@va.gov 08-05-2024

09:00 AM

EDT

Department of Veterans Affairs Network Contracting Office 1 (NE) Contracting Office (90C) 940 Belmont Street Brockton MA 02301-5596 Jeffrey S. Fleming Jeffrey.Fleming@va.gov X 541720 $28 Million N/A X Department of Veterans Affairs Network Contracting Office 1 (NE) Contracting Office (90C) 940 Belmont Street Brockton MA 02301-5596 Department of Veterans Affairs Network Contracting Office 1 (NE) Contracting Office (90C) 718 Smyth Road, BST Suite 105 Manchester NH 03104-7007

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp PO Box 149971 Austin TX 78714-9971 1-877-353-9791 See CONTINUATION Page This is a solicitation for commercial services Firm Fixed Price Contract.

This announcement constitutes the only solicitation; quotes are being requested through SAM.GOV.

This solicitation is issued as an Full and Open RFQ.

The Veteran Affairs Medical Center Bedford MA is seeking to purchase Community Based Social Support System through gaming (online and in-person). In-person will be in the state of Massachusetts.

All interested companies shall provide quotations per the Performance Work Statement.

The approximate start date is 8/5/2024.

All questions are due by 7/31/24 at 12:00 pm. No questions will be answered after this date and time.

See CONTINUATION Page X Jeffrey S. Fleming

VA-VHA-RPOE-202-168922

Table of Contents

A.2 CONTRACT ADMINISTRATION DATA

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: Contracting Officer 36C241 Department of Veterans Affairs Network Contracting Office 1 (NE) Contracting Office (90C) 940 Belmont Street Brockton MA 02301-5596

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

3. INVOICES: Invoices shall be submitted in arrears:

4. GOVERNMENT INVOICE ADDRESS: All Invoices from the contractor shall be submitted electronically in accordance with VAAR Clause 852.232-72 Electronic Submission of Payment Requests.

Department of Veterans Affairs Financial Services Center http://www.fsc.va.gov/einvoice.asp ACKNOWLEDGMENT OF AMENDMENTS: The offeror acknowledges receipt of amendments to the Solicitation numbered and dated as follows:

A.3 PERFORMANCE WORK STATEMENT

Using Gaming to Increase Social Connection and VA access among Younger Veterans

1. Introduction. VA’s National Strategy for Preventing Veteran Suicide (2018-2028) defined a broad vision for implementation of a public health approach to end suicide. Within VA’s national strategy, promoting connectedness (Goal 3) and evaluation (strategic direction 4) of programs remain a key goal in VA’s efforts to prevent suicide. Moreover, In VA’s Suicide Prevention 2.0, community-based activities remain a prominent feature and critical to the VA’s Public Health Model for Suicide Prevention. In support of this, VA Bedford Healthcare System staff are seeking to bolster this mission through developing and evaluating community-based social intervention.

2. Scope or Purpose. The “Using Gaming to Increase Social Connection and VA access among Younger Veterans” project is approved and funded by the Office of Mental Health and Suicide Prevention (OMHSP) as a suicide prevention demonstration project. The demonstration project seeks to develop and evaluate a social intervention that utilizes gaming to increase social connection among Veterans. This project promotes social connectedness which is a protective factor against Veteran suicide. Through in-person and online gaming events (10 total, 8 in year 1), an online and in-person community will be created to 1) connect Veterans to one another and 2) enhance their knowledge and access to VA information and resources. Information gathered through this project will help develop guidance to VA and community organizations for sustainable solutions to enhance Veteran connectedness, decrease loneliness, and reduce risk factors for suicide through gaming.

The project requires a vendor who that can provide consulting services at events to Veterans if necessary, facilitate gaming events, online platform management, content expertise in Veteran gaming culture and event production, and mental health evaluation expertise. Specifically, to assist with developing and evaluation social intervention through gaming to meet Office of Mental Health and Suicide Prevention (OMHSP) goals. Veterans are at higher risk for suicide than the general population, and some gaming events may engage in activities of a sensitive nature. Therefore, the vendor must be or have a licensed psychologist at each event and able to perform in-person and online Columbia-Suicide Severity Rating Scale (C-SSRS) as well and follow-up comprehensive suicide risk evaluation (or similar screener and comprehensive evaluation). A licensed psychologist who has experience treating Veterans at high risk for suicide and experience providing appropriate triage for those who may be experiencing suicidal ideation with plan or intent to harm themselves is required. Moreover, these skills will be vital in developing triage procedures to be used as a guide for internal Veterans Affairs use and recommendations for outside VA use when similar events of this nature are conducted. The above-mentioned skills will also be vital in contributing to scientific publications and guidebook creation. Further, the vendor must have experience in survey creation, selection, and administration as well as the recruitment of participants. This project involves evaluation procedures in which the vendor will help develop survey questions then recruit and administer surveys at gaming events. The vendor/licensed psychologist must have experience contributing to scientific publications as a first author and coauthor on topics related to Veterans mental health. Part of this project is creating and disseminating a scientific publication; therefore, the vendor will be involved in manuscript development and must understand statistics, gaming culture, suicide risk evaluation, Veteran mental health, and have experience in the scientific writing process to collaborate in knowledge creation activities and assist in the interpretation scientific findings. Moreover, these skills will be imperative in guidebook development as these specific skills will be necessary to create guidance for others to expand Veteran mental health gaming activities.

The vendor will develop strategic outreach strategies (e.g., Instagram post) to reach potential stakeholders and promote the gaming events. The vendor will be responsible for coordinating, marketing, and implementation online and in-person gaming events (10 total), and assistance with protocol development, and evaluative (non-research) data collection. The vendor will manage selected venues and lead social intervention and assist in evaluation procedures. Other requirements include successful completion of similar tasks in the past. A vendor who has successfully fostered an in-person and online gaming community for Veterans with a common interest in video and tabletop games. For this project experience with Discord, a video, voice and text chat app is required as several gaming events will take place on this platform. Experience moderating online Discord content regularly is required. During this project the vendor/licensed psychologist will regularly monitor Discord content, which includes discouraging abusive content, removing users from the Discord server chats if needed, and be able to provide suicide risk evaluations and mental health triage if needed. Moreover, an organization that has facilitated in-person and online gaming events in the Massachusetts area and worked with Veteran serving organizations, VA hospitals, and student Veteran organizations in Massachusetts would best serve the needs of this project as collaborations with these types of organizations as potential participants and venues will be critical to the success of the project.

3. Period of Performance. The contract period of performance will be for one year starting at time of award. There is another 1-year option for this contract.

4. Place of Performance. The place of performance will be in the Contractor’s facility. From time-to-time, contractors will be required to work at event locations in the Massachusetts area.

5. Travel. Not Applicable.

6. Task statement. The A&A requirements do not apply, and that a Security Accreditation Package is not required.

Task 1: Contractor Project Management Plan. The Contractor shall deliver a Contractor Project Management Plan (CPMP) that lays out the Contractor’s approach, timeline, and tools to be used in execution of this contract. The CPMP should take the form of both a narrative and graphic format that displays the approach to overall management of the task and requirements engaged, i.e. schedule, milestones, risks and resource support. The initial baseline CPMP shall be concurred upon and updated monthly thereafter. The Contractor shall update and maintain the VA COR approved CPMP throughout the period of performance.

· Task 1 Deliverable - A Contract Project Management Plan

Task 2: Build Process and Protocol Development. The contractor shall have a licensed Psychologist with a history of working with Veterans assist in development of the protocol with VA project staff. This will include intervention content and evaluation procedures related to in-person and online platform content, and process for administering and collecting participant information. Moreover, this will include suicide risk mitigation procedures including triage and properly recognizing signs of distress and conducting a suicide risk assessment or intervening appropriately.

Task 2 Deliverables:

· Task 2A - In-Person Gaming Event Implementation Recommendations Report

· Report will include suicide risk mitigating elements and detailed explanation of intervening procedures.

· Task 2B – Online Gaming Event Implementation Recommendations Report

· Report will include suicide risk mitigating elements and detailed explanation of intervening procedures.

Task 3: In-person and Online Event Implementation Management. The contractor will identify, initiate, obtain, and manage space for, and implement gaming events and be responsible for the successful production of in-person and online events as well as communication of event outcomes. The contractor will utilize its knowledge of Massachusetts gaming and organizational partners to implement gaming interventions through the length of the contract. Moreover, the contractor will have a licensed Psychologist relay observable and qualitative feedback on risk factors and protective factors for suicide that were impacted by gaming events.

Task 3 Deliverables:

· Task 3A - Weekly Report – Updates on event progress

· To include observable and qualitative feedback on risk factors, protective factors for suicide.

· Task 3B - Monthly Report – Provide project analysis and assessment of positive progress and transparent challenges related to the project.

· To include Summary of event progress for the month including related observable and qualitative feedback on risk factors, protective factors for suicide.

· Task 3C- Gaming production and report

Task 4: Communications. The contractor will advise on strategic communications (e.g., Announcement Placements) (discussed through monthly contact). The contractor will perform professional services to identify outreach opportunities. The contractor will assist with the development of content.

Task 4 Deliverables:

· Task 4A - Strategic Communications Plan Recommendation – outreach plan, announcement approach, etc.

· Task 4B - Strategic Communications Summary Report

· Task 4C – Design and place one Social Media Post per event

Task 5: Guidebook and Manuscript Development. The contractor will advise and assist with guidebook development. The contractor will assist with procedural guidance and the development of content. The contractor will have a licensed Psychologist with experience working with at-risk Veterans; assist in the development of clinical intervention techniques within the context of the gaming platform to include moderation of online content, specifically for an at-risk Veteran population (e.g., PTSD or suicidal thoughts), identifying those who are at risk for mental health challenges, and proper care escalation techniques.

Task 5 Deliverables:

· Task 5A – Advise on Gaming guidebook content

· Task 5B – Revise Outline of the Guidebook

· Task 5C – Assist with revision of Guidebook draft

· Task 5D – Assist with manuscript development

· Task 5E – Assist in development clinical intervention techniques for at-risk Veteran population (e.g. PTSD or suicidal thoughts)

7. Delivery Schedule. [Complete the table below based on deliverables defined above]

8. Government-Furnished Information, Equipment, and Facilities. [If applicable, specify. Justification may be requested for GFE.]

9. Security Requirements. The A&A requirements do not apply, and a Security Accreditation Package is not required.

10. Task Order Quality Assurance Surveillance Plan (QASP). [Complete table below based on requirements and edit the surrounding paragraphs as appropriate. It is the responsibility of the TO COR to ensure review and contractor compliance with these standards.]

The Government shall evaluate the contractor's performance in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the government must do to ensure the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rates.

Standard Surveillance Method Outcome

Delivery of Services]

Services shall be provided in accordance with the Deliverable Schedule 100% of the time

The Government will not pay for services that do not conform or do not meet performance standards, or have not been properly rendered.

The contractor will be given an opportunity to correct non-conforming services at no cost to the Government if the services are non-conforming or the contract requirement is unacceptable.

The Contractor’s performance on this task order will be reported on an annual basis to the Contractor Performance Assessment Reporting System (CPARS). Poor performance may result in issuance of a Contractor Discrepancy Report (CDR), as outlined in Section 5.2 of the IDIQ contract. The CO and COR will make use of information from CDRs, as well as any additional knowledge and information available to them with respect to the contractor’s performance, to complete the CPARS. The Government will not pay for services that do not conform or do not meet performance standards or have not been properly rendered. The contractor will be given an opportunity to correct non-conforming services at no cost to the Government if the services are non-conforming or the contract requirement is unacceptable.

A.4 PRICE/COST SCHEDULE

ITEM INFORMATION

QUANTITY

Contractor Project Management Plan: The Contractor shall deliver a Contractor Project Management Plan (CPMP) that lays out the Contractor’s approach, timeline, and tools to be used in execution of this contract.

Contract Period: Base POP Begin: 08-05-2024 POP End: 08-04-2025

Build Process and Protocol Development. In-person gaming Event per PWS.

Build Process and Protocol Development. Online Gaming Event per PWS.

Identify, initiate, obtain and manage space for online gaming events.

Identify, initiate, obtain and manage space for in-person gaming events.

Weekly Report updates on event progress to include observable and qualitative feedback on risk factors, protective factors for suicide.

Monthly Report Project analysis and assessment of positive progress and transparent challenges related to project to include summary of event progress.

Gaming Production and report

Outreach Plan announcement approach monthly

Outreach Plan announcement approach monthly summary report

Design and place one social media post per event

Guidebook and Manuscript Development Advise on Gaming guidebook content, revise outline, and revise manuscript as needed.

Guidebook and Manuscript Development Assist in development clinical intervention techniques for at-risk Veteran Population.

Assist in development clinical intervention techniques for at-risk Veteran Population

Contractor Project Management Plan: The Contractor shall deliver a Contractor Project Management Plan (CPMP) that lays out the Contractor’s approach, timeline, and tools to be used in execution of this contract.

POP Begin: 08-05-2025 POP End: 08-04-2026

Build Process and Protocol Development. In-person gaming Event per PWS.

Build Process and Protocol Development. Online Gaming Event per PWS.

Identify, initiate, obtain and manage space for online gaming events.

Identify, initiate, obtain and manage space for in-person gaming events.

Weekly Report updates on event progress to include observable and qualitative feedback on risk factors, protective factors for suicide.

Monthly Report Project analysis and assessment of positive progress and transparent challenges related to project to include summary of event progress.

Gaming Production and report

Outreach Plan announcement approach monthly

Outreach Plan announcement approach monthly summary report

Design and place one social media post per event

Guidebook and Manuscript Development Advise on Gaming guidebook content, revise outline, and revise manuscript as needed.

Guidebook and Manuscript Development Assist in development clinical intervention techniques for at-risk Veteran Population.

Assist in development clinical intervention techniques for at-risk Veteran Population

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include—

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on—

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of Clause) ADDENDUM to FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed two (2) years.

(End of Clause)

C.3 VAAR 852.211-72 TECHNICAL INDUSTRY STANDARDS (NOV 2018)

(a) The Contractor shall conform to the standards established by: as to .

(b) The Contractor shall submit proof of conformance to the standard. This proof may be a label or seal affixed to the equipment or supplies, warranting that the item(s) have been tested in accordance with the standards and meet the contract requirement. Proof may also be furnished by the organization listed above certifying that the item(s) furnished have been tested in accordance with and conform to the specified standards.

(c) Offerors may obtain the standards cited in this provision by submitting a request, including the solicitation number, title and number of the publication to:

(d) The offeror shall contact the Contracting Officer if response is not received within two weeks of the request.

(End of Clause) C.4 VAAR 852.211-76 LIQUIDATED DAMAGES – REIMBURSEMENT FOR DATA BREACH COSTS (FEB 2023) ALTERNATE I (FEB 2023)

(a) Definition. As used in this clause, ‘‘contract’’ means any contract, agreement, order or other instrument and encompasses the definition set forth in FAR 2.101.

(b) Non-disclosure requirements. As a condition of performance under a contract, order, agreement, or other instrument that requires access to sensitive personal information as defined in VAAR 802.101, the following is expressly required—

(1) The Contractor, subcontractor, their employees or business associates shall not, directly or through an affiliate or employee of the Contractor, subcontractor, or business associate, disclose sensitive personal information to any other person unless the disclosure is lawful and is expressly permitted under the contract; and

(2) The Contractor, subcontractor, their employees or business associates shall immediately notify the Contracting Officer and the Contracting Officer’s Representative (COR) of any security incident that occurs involving sensitive personal information.

(c) Liquidated damages. If the Contractor or any of its agents fails to protect VA sensitive personal information or otherwise engages in conduct which results in a data breach, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of [] per affected individual in order to cover costs related to the notification, data breach analysis and credit monitoring. In the event the Contractor provides payment of actual damages in an amount determined to be adequate by the Contracting Officer, the Contracting Officer may forgo collection of liquidated damages.

(d) Purpose of liquidated damages. Based on the results from VA’s determination that there was a data breach caused by Contractor’s or any of its agents’ failure to protect or otherwise engaging in conduct to cause a data breach of VA sensitive personal information, and as directed by the Contracting Officer, the Contractor shall be responsible for paying to the VA liquidated damages in the amount of [] per affected individual to cover the cost of the following:

(1) Notification related costs.

(2) Credit monitoring reports.

(3) Data breach analysis and impact.

(4) Fraud alerts.

(5) Identity theft insurance.

(e) Relationship to termination clause, if applicable. If the Government terminates this contract in whole or in part under the Termination for cause paragraph, FAR 52.212–4(m), Contract Terms and Conditions—Commercial Products and Commercial Services, the Contractor is liable for damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These damages are in addition to costs of repurchase as may be required under the Termination clause.

(End of Clause)

C.5 VAAR 852.232-72 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (NOV 2018)

(a) Definitions. As used in this clause—

(1) Contract financing payment has the meaning given in FAR 32.001;

(2) Designated agency office means the office designated by the purchase order, agreement, or contract to first receive and review invoices. This office can be contractually designated as the receiving entity. This office may be different from the office issuing the payment;

(3) Electronic form means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause. Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests;

(4) Invoice payment has the meaning given in FAR 32.001; and

(5) Payment request means any request for contract financing payment or invoice payment submitted by the contractor under this contract.

(b) Electronic payment requests. Except as provided in paragraph (e) of this clause, the contractor shall submit payment requests in electronic form. Purchases paid with a Government-wide commercial purchase card are considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) Data transmission. A contractor must ensure that the data transmission method and format are through one of the following:

(1) VA’s Electronic Invoice Presentment and Payment System at the current website address provided in the contract.

(2) Any system that conforms to the X12 electronic data interchange (EDI) formats established by the Accredited Standards Center (ASC) and chartered by the American National Standards Institute (ANSI).

(d) Invoice requirements. Invoices shall comply with FAR 32.905.

(e) Exceptions. If, based on one of the circumstances in this paragraph (e), the Contracting Officer directs that payment requests be made by mail, the Contractor shall submit payment requests by mail through the United States Postal Service to the designated agency office. Submission of payment requests by mail may be required for—

(1) Awards made to foreign vendors for work performed outside the United States;

(2) Classified contracts or purchases when electronic submission and processing of payment requests could compromise the safeguarding of classified or privacy information;

(3) Contracts awarded by contracting officers in the conduct of emergency operations, such as responses to national emergencies;

(4) Solicitations or contracts in which the designated agency office is a VA entity other than the VA Financial Services Center in Austin, Texas; or

(5) Solicitations or contracts in which the VA designated agency office does not have electronic invoicing capability as described above.

(End of Clause)

C.6 VAAR 852.237-75 KEY PERSONNEL (OCT 2019)

The key personnel specified in this contract are considered to be essential to work performance. At least 30 days prior to the Contractor voluntarily diverting any of the specified individuals to other programs or contracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or replacement and a request to replace the individual. The request must identify the proposed replacement and provide an explanation of how the replacement’s skills, experience, and credentials meet or exceed the requirements of the contract. If the employee of the Contractor is terminated for cause or separates from the contractor voluntarily with less than thirty days notice, the Contractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert, replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties.

(End of Clause)

C.7 VAAR 852.242-71 ADMINISTRATIVE CONTRACTING OFFICER (OCT 2020)

The Contracting Officer reserves the right to designate an Administrative Contracting Officer (ACO) for the purpose of performing certain tasks/duties in the administration of the contract. Such designation will be in writing through an ACO Letter of Delegation and will identify the responsibilities and limitations of the ACO. A copy of the ACO Letter of Delegation will be furnished to the Contractor.

(End of Clause)

C.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/browse/index/far https://www.va.gov/oal/library/vaar/

(End of Clause)